EX-3.3

  SECOND AMENDMENT TO ARTICLES OF INCORPORATION OF LAHAINA ACQUISITIONS, INC.


     Lahaina  Acquisitions,  Inc. (the  "Corporation"),  a Colorado  corporation
formed  pursuant to those certain  Articles of  Incorporation  (the  "Articles")
filed of record  with the  Colorado  Secretary  of State on April 5, 1989,  does
hereby certify as follows:

                                       I.

     That the Board of Directors of the Corporation, by written consent executed
in  accordance  with Section  7-108-202 of the Business  Corporation  Act of the
State of  Colorado,  has duly  adopted and  approved  this Second  Amendment  to
Articles of  Incorporation  (the  "Amendment"),  as of the 19 day of  December,
2000.
                                       II.

     That all Series A Preferred Stock issued pursuant to that certain Amendment
to Certificate of Incorporation of Lahaina  Acquisitions,  Inc.,  executed as of
December 14, 1998, has been redeemed or converted prior to the date hereof.

                                      III.

     That the Articles are hereby  amended by inserting into Article IV thereof,
entitled Capital Stock, the following newly-added Paragraph 6:

     6. Series A Preferred Stock.

     Number of Authorized  Shares.  The initial  number of authorized  shares of
Series B Preferred Stock shall be 2,000,000, no par value per share. At the time
of execution  hereof,  it is anticipated  that the Corporation  will, as soon as
practicable,  issue 1,650,000  shares of Series B Preferred Stock for One Dollar
($1.00) per share.

     Voting Rights.  Each holder of shares of Series B  Preferred Stock shall be
entitled to the number of votes equal to the number of shares of Common Stock of
the  Corporation  into which such  shares of Series B  Preferred  Stock could be
converted and shall have voting rights and powers equal to the voting rights and
powers of the Common Stock (except as otherwise  expressly provided herein or as
required by law,  voting  together  with the Common Stock as a single class) and
shall be entitled to notice of any stockholders'  meeting in accordance with the
Bylaws of the Corporation.  Fractional votes shall not,  however,  be permitted,
and any  fractional  voting  rights  resulting  from the  above  formula  (after
aggregating  all shares into which  shares of Series B  Preferred  Stock held by
each holder  could be  converted)  shall be rounded to the nearest  whole number
(with  one-half  being  rounded  upward).  Each holder of Common  Stock shall be
entitled to one (1) vote for each share of Common Stock held.

     Ranking. The Series B Preferred Stock shall rank senior to the Common Stock
previously  issued and outstanding as of the date hereof as to the  distribution
of assets upon liquidation,  dissolution or winding up. Currently,  there are no
other   classes   of  issued   and   outstanding   preferred   shares  of  stock
Notwithstanding   the  foregoing,   the  Corporation  may  authorize  and  issue
additional preferred shares of stock or a series of stock which is greater than,
equal or junior to the  Series B  Preferred  Stock in terms of rights to receive
dividends and rights upon liquidation.

                                       51
<PAGE>
     Dividends.  On each anniversary of this Agreement (the "Anniversary Date"),
each holder of shares of Series B  Preferred  Stock shall be entitled to receive
dividends equal the Annual Dividend Amount (as defined below), provided funds of
the  Corporation  are  legally  available  for  such  purposes.  As used in this
Agreement,  "Annual  Dividend  Amount"  means (i) with  respect to the first two
anniversaries  of this  Agreement,  an amount  equal to four percent (4%) of the
value of the Series B Preferred Stock, (ii) with respect to the third and fourth
anniversaries  of this  Agreement,  an amount  equal to six percent  (6%) of the
value of the Series B  Preferred  Stock,  and (iii)  with  respect to each other
anniversary  of this  Agreement,  an amount equal to seven and one-half  percent
(7.5%)  of the  value of the  Series  B  Preferred  Stock.  In  addition  to the
foregoing,  the holders of shares of Series B  Preferred Stock shall be entitled
to  receive,  but only as and when  declared  by the Board of  Directors  of the
Corporation,  out of  funds  of  the  Corporation  legally  available  for  such
purposes,  dividends at the same time, and in the same amount per share,  as are
payable to the holders of the Common Stock of the Corporation. The determination
of the Board of  Directors  of the  Corporation  at any time as to the amount of
funds of the Corporation legally available for the payment of dividends shall be
binding and conclusive on the holders of all the issued and  outstanding  shares
of stock of the Corporation, including the Series B Preferred Stock. No dividend
shall be paid or set  apart  for  payment  on the  Common  Stock,  nor shall any
distribution  be made on the Common  Stock,  other  than a  dividend  payable in
Common  Stock,  unless a dividend in the same  amount per share is declared  and
paid on shares of Series B  Preferred Stock.  Holders of the Series B  Preferred
Stock shall not be entitled to any dividends  other than the dividends  provided
for in this Section 4.  Notwithstanding  any other  provision of this  Agreement
which might  otherwise be construed to the  contrary,  during the first five (5)
years after the execution hereof, the Board of Directors of the Corporation may,
at its sole option,  elect to pay any dividend payable under this section (a) in
cash,  (b) by the transfer  and  delivery of shares of Series B Preferred  Stock
having a fair market  value,  as of the date such payment is due, at least equal
to the option price or (c) any combination of (a) and (b). Thereafter, the Board
of Directors shall pay any and all dividends payable under this section in cash.
For  purposes of this  section,  the value of Series B  Preferred  Stock will be
determined based on the average closing price for  publicly-traded  Common Stock
of Corporation for the five-day period  immediately  preceding the date on which
any dividend payment is due.

     Liquidation Preference.

     Liquidation Value. In the event of any Liquidation Event, after the payment
or provision for the payment of all debts and  liabilities  of the  Corporation,
the holders of the Series B  Preferred  Stock shall be entitled pari passu to be
paid,  before any  amount  shall be paid to the  holders  of any other  class of
Preferred  Stock and before any  distribution or payment is made upon any Common
Stock,  an amount in cash equal to the  Series B  Liquidation  Value (as defined
below) of each share of Series B  Preferred  Stock held by them,  plus an amount
equal to all  declared  and unpaid  dividends  thereon.  Thereafter,  holders of
Series B Preferred Stock shall be entitled to participate in the distribution of
any  remaining  assets  pro  rata  with  the  holders  of  Common  Stock  on  an
as-converted  basis.  If upon any  Liquidation  Event (as  defined  below),  the
Corporation's  assets  to be  distributed  among  the  holders  of the  Series B
Preferred  Stock are  insufficient  to permit  payment  in full of the  Series B
Liquidation  Value to such  holders,  such assets shall be  distributed  ratably
among them based upon the aggregate  Series B  Liquidation Value of the Series B
Preferred Stock held by each holder.

     Notice of Liquidation Event. At least fifteen (15) days' previous notice by
mail,  postage prepaid,  shall be given to the holders of record of the Series B
Preferred  Stock of any Liquidation  Event,  such notice to be addressed to each
such  holder  at the  address  of such  holder  appearing  on the  books  of the
Corporation  or given by such  holder  to the  Corporation  for the  purpose  of
notice,  or if no such  address  appears or is so given,  at the place where the
principal  office of the  Corporation  is located.  Such notice  shall state the
anticipated  date fixed for the  Liquidation  Event,  the  Series B  Liquidation
Value,  and shall call upon such holder to surrender to the  Corporation on said
date  at the  place  designated  in the  notice  such  holder's  certificate  or
certificates  representing  their Series B Preferred Stock;  provided,  however,
that failure to so surrender such  certificate or certificates  shall not affect
such holder's rights under this Section 5.

     Definitions.

     Liquidation  Event. For purposes of this Agreement,  a "Liquidation  Event"
shall mean any liquidation, dissolution or winding up of the Corporation whether
voluntary or involuntary.

                                       52
<PAGE>
     Series B  Liquidation  Value.  For  purposes of this  Agreement,  "Series B
Liquidation  Value,"  shall mean,  for purposes of the Series B Preferred  Stock
originally  issued to Scott and Julia Demerau,  $1,650,000  divided by 1,650,000
shares plus any shares of Series B Preferred  Stock  issued to such  shareholder
pursuant to the terms hereof.

     Conversion Rights.

     Conversion.  At any time,  each share of Series B  Preferred  Stock, at the
option of the holder  thereof,  may be converted  into and  exchanged for Common
Stock at $1.00 per  share as set  forth  herein;  provided,  that all  shares of
Series B  Preferred  Stock held by such holder are converted and  exchanged.  If
there are any  declared  but  unpaid  dividends  or other  amounts  due on or in
respect of such shares, such dividends and other amounts shall remain due to the
holders of the Series B  Preferred Stock  notwithstanding  the conversion of the
Series B Preferred Stock into Common Stock.

     Adjustments.

     In case, at any time after the date hereof,  of any capital  reorganization
or any  reclassification of the stock of the Corporation (other than as a result
of a stock  dividend  payable  on Common  Stock in the form of  Common  Stock or
subdivision,  split-up or combination involving the Common Stock), the shares of
Series B Preferred Stock, after such capital reorganization or reclassification,
shall  be  convertible  into the kind and  number  of  shares  of stock or other
securities  or property of the  Corporation  or  otherwise  to which such holder
would have been entitled if immediately prior to such capital  reorganization or
reclassification  the holder of the Series B  Preferred  Stock had converted its
shares of Series B  Preferred  Stock into Common Stock.  The  provisions of this
Section 6(b)(i)  shall similarly apply to successive capital  reorganizations or
reclassifications.

     All calculations  under this Section 6 shall be made to the nearest cent or
to the nearest one hundredth (1/100) of a share, as the case may be.

     Upon the  occurrence of each  adjustment or  readjustment  pursuant to this
Section 6, the Corporation at its expense shall promptly compute such adjustment
or  readjustment  in accordance with the terms hereof and prepare and furnish to
each  holder of  Series B  Preferred  Stock a  certificate  setting  forth  such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based.  The  Corporation,  upon written request at
any time of any holder of Series B Preferred Stock, shall furnish or cause to be
furnished to such holder a like certificate  setting forth (A) such  adjustments
and  readjustments and (B) the number of Common Stock and the amount, if any, of
other  property  which at the time would be received upon the conversion of such
holder's shares of Series B Preferred Stock.

     Issue Tax.  The  issuance of  certificates  for shares of Common Stock upon
conversion of the Series B  Preferred  Stock shall be made without charge to the
holders  thereof for any  issuance  tax in respect  thereof,  provided  that the
Corporation shall not be required to pay any income or similar taxes of a holder
arising  in  connection  with a  conversion  or any tax that may be  payable  in
respect  of  any  transfer   involved  in  the  issuance  and  delivery  of  any
certificates  in a name other than that of the holder of the Series B  Preferred
Stock which is being converted.

     No  Impairment.   The   Corporation,   by  amendment  of  its  Articles  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
shall not avoid or seek to avoid the  observance  or  performance  of any of the
terms to be observed or performed hereunder by the Corporation, but shall at all
times in good faith assist in the carrying out of all the provisions  hereto and
in the taking of all such action as may be necessary or  appropriate in order to
protect the conversion and other rights of the holders of the Series B Preferred
Stock against impairment.

     Closing of Books.  The Corporation will at no time close its transfer books
against the transfer of any Series B  Preferred Stock or of any shares of Common
Stock issued or issuable upon the conversion of any shares of Series B Preferred
Stock in any manner that interferes with the timely  conversion of such Series B
Preferred Stock.

                                       53
<PAGE>
     Reservation of Stock Issuable Upon Conversion. The Corporation at all times
shall  reserve and keep  available  out of its  authorized  but unissued  Common
Stock,  solely for the  purpose of  effecting  the  conversion  of the shares of
Series B  Preferred Stock, such number of its Common Stock as shall from time to
time be  sufficient  to  effect  the  conversion  of all  outstanding  shares of
Series B  Preferred  Stock;  and if at any time the  number  of  authorized  but
unissued  Common Stock shall not be sufficient  to effect the  conversion of all
then outstanding  shares of Series B  Preferred Stock, the Corporation will take
such  corporate  action as may be  necessary  to  increase  its  authorized  but
unissued  Common Stock to such number of shares as shall be sufficient  for such
purpose.

     No Reissuance of Series B Preferred  Stock.  No share or shares of Series B
Preferred Stock acquired by the Corporation by reason of purchase, conversion or
otherwise shall be reissued, and all such shares shall be canceled,  retired and
eliminated from the shares which the Corporation shall be authorized to issue.

     General.  In addition to the foregoing  provisions,  the Series B Preferred
Stock shall be subject to, and shall be entitled to the  benefits  of, any terms
and conditions  set forth in the Articles of  Incorporation  of the  Corporation
with respect to preferred stock generally.

                                       IV.

     That  except  as  specifically  modified  pursuant  to the  terms  of  this
Amendment, the Articles will remain in full force and effect.



                  [Remainder of page intentionally left blank]




 [Signature page of Second Amendment to Articles of Incorporation

                          Lahaina Acquisitions, Inc.]

                                             LAHAINA ACQUISITIONS, INC.:


Attest:
                                             By  /s/ Betty M. Sullivan
                                             -------------------------
                                             Name    Betty M. Sullivan
By                                           Title   Executive Vice President



                                       54
<PAGE>